User Upload Agreement
USER CONTENT SUBMISSION AGREEMENT PLEASE READ CAREFULLY This User Content Submission Agreement (this “Agreement”) represents your legally binding agreement with Parental Solutions, Inc. (doing business as post4profit and hereinafter referred to as “p4p”) regarding your submission (and p4p’s display) of User Content (defined in Section 1 below) to any p4p website (a “Site”) via any technology, functionality and/or features p4p makes available to you so you can upload and post such content for display via a Site (collectively, the “Submission Features”). This Agreement applies regardless of what type of device or technology you use to submit or post content to a Site. This Agreement incorporates by reference all of the terms and conditions set forth in p4p’s Terms and Conditions of Use [provide link]. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND p4p’s TERMS AND CONDITIONS OF USE. IF AND WHEN YOU UPLOAD, SUBMIT, POST, PUBLISH, COMMUNICATE, DISPLAY OR OTHERWISE TRANSMIT CONTENT TO p4p, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE TERMS AND CONDITIONS OF USE. IF YOU ARE UNDER THE AGE OF 18 OR THE APPLICABLE LEGAL AGE IN YOUR JURISDICTION, A PARENT OR GUARDIAN MUST CONSENT ON YOUR BEHALF. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR CHILD, YOU ACCEPT FULL LEGAL RESPONSIBILITY FOR ANY AND ALL CONTENT SUBMITTED OR POSTED BY YOUR CHILD. p4p has the right to change the terms and conditions of this Agreement and/or modify or terminate the Submission Features at any time without notice to you. If you do not agree with all the terms and conditions of this Agreement at any time, you are not authorized to use, and may not use or attempt to use, and you shall immediately discontinue your use of, the Submission Features. IMPORTANT NOTE: You must meet the Minimum Age and Other Eligibility Requirements in Section 2 of this Agreement each and every time you submit or post, or attempt to submit or post, User Content. 1. Submitting User Content. The term “User Content” means and refers to any and all content, media and materials you submit for posting on the Site using the Submission Features, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where or how produced, alone or in conjunction with other work, in any part of the world. Each time you upload, submit or post User Content (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. Instructions for uploading User Content can be found here [provide link] or at one or more of the Sites. To be considered for posting and display to the public, User Content must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics and submission, which can be found here [provide link] or at one or more of the Sites, for the upload of User Content. In order to submit or post User Content, you will also need to meet p4p’s Minimum Age Requirements (see Section 2 below). When you submit or post User Content, you may be asked to provide information about yourself and/or your submission. By submitting User Content, you acknowledge and agree that the term “User Content” also includes, without limitation, all of the information that you submit or which p4p receives that is related to your submission. p4p is not responsible for lost, damaged, misdirected, unusable or unreadable User Content. 2. Minimum Age and Other Eligibility Requirements. By submitting or posting User Content pursuant to the terms and conditions of this Agreement, you are certifying that you are at least 13 years of age and that you have read, understand and agree to comply with and abide by all of the terms and conditions set forth in this Agreement and the Terms and Conditions of Use. If you are not at least 13 years old or you do not agree with all of the terms and conditions set forth in this Agreement and the Terms and Conditions of Use, you may not submit or post User Content to a Site. 3. User Content Standards; Unauthorized Content. You are solely responsible and liable for your communications and submissions (and the consequences) made under your name, user name, email address, password and/or any other identification, registration or profile linked to you. User Content does not reflect the views of p4p, and p4p does not represent or guarantee the truthfulness, accuracy or reliability of any User Content, or endorse or support any opinions expressed in any User Content. In no event shall p4p have or be construed to have any responsibility or liability for or in connection with any User Content. If p4p determines, in its sole discretion, you have not met the Minimum Age and Other Eligibility Requirements (see Section 2 above) or if, in p4p’s judgment, you or any User Content you submit violates this Agreement, p4p reserves the right, at any time, without notice and without limiting any and all other rights p4p may have under this Agreement, at law or in equity, to (a) refuse to allow you to submit or post further User Content, (b) remove and delete your User Content, (c) revoke your right to use the Submission Features, and/or (d) use any technological, legal, operational or other means available to enforce the terms of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your account, access using your e-mail address, and your user name and password. p4p makes no claim that the Submission Features or any User Content are appropriate for any particular purpose or audience, or that any video, software or the Submission Features may be accessed, used or downloaded in any jurisdiction or by any person under circumstances in which it may not be legal, and you do so at your own risk. You are responsible for compliance with all applicable laws of the United States, as well as all applicable laws of the jurisdiction in which you reside and from which you submit or post any User Content. The United States controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any User Content including videos, information, software, materials, products or services to countries or persons prohibited under applicable export control laws and regulations. You agree that you will not submit or post, or attempt to submit or post, and you acknowledge that p4p has the right to reject, refuse to accept, remove or otherwise handle as p4p deems appropriate, any User Content that is or could be construed as violating any of the terms and conditions of this Agreement or the Terms and Conditions of Use (“Unauthorized Content”), including without limitation User Content that: (a) infringes on a third party’s copyright or other intellectual property rights; (b) causes harm, harasses anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying a Site; (c) provides or facilitates unauthorized access to the Submission Features or information of other users; (d) modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of a Site or the Submission Features; (e) violates any requirements, rules, terms or conditions that may be applicable to the Submission Features; or (f) violates or breaches any of the user conduct or other provisions of the Terms and Conditions of Use [provide link]. p4p does not monitor or control all User Content submitted or posted to its Sites, although p4p may use both automated and manual means of reviewing User Content in order to prevent Unauthorized Content from appearing or remaining displayed on a Site. p4p reserves the right to review any User Content you submit or post and to delete, remove, move, edit or reject, without notice to you, any User Content that p4p deems, in its sole discretion, abusive, defamatory, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, in violation of this Agreement or otherwise unacceptable to p4p, for any reason or for no reason whatsoever; provided, however, that p4p shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If p4p receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (see Section 4 below), p4p may remove User Content associated with such claim. p4p reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect its interests or a Site, or to comply with legal, regulatory, audit and compliance obligations. 4. Copyright Infringement. If you believe any User Content violates the copyright of any other party, you can notify p4p’s copyright agent [provide link] in accordance with the Terms and Conditions of Use. 5. Rights Granted to p4p. In connection with all User Content you submit using the Submission Features, you grant to p4p the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, display, exhibit, publish, broadcast, transmit, reformat, translate, and otherwise access, manage, distribute or use all or any portion of your User Content on a Site (regardless of the device through which the Site may be accessed) and any other platforms, whether currently existing or existing or developed in the future, of p4p, for any purpose whatsoever (including, without limitation, for any commercial purposes) without accounting, notification, credit or other obligation to you. For the avoidance of doubt, and without limiting the generality of the rights granted to p4p, these rights include, without limitation, the right to re-platform, port, route, and link to and from all or any portion of your User Content; to compress and decompress all or any portion of your User Content; and to excerpt and/or extract portions of your User Content in order to host, store, index, categorize and display your User Content on or through a Site or any other platform. The rights, licenses and privileges described in this Agreement and granted to p4p shall commence immediately upon submission of your User Content to or through the Submission Features and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by p4p on notice to you. Notwithstanding the foregoing, you acknowledge and agree that p4p shall not be required or have any obligation to host, index, display, accept or use any User Content you submit or post and p4p may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any User Content. Once you submit or post, or attempt to submit or post, User Content you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to p4p. You hereby waive, and release p4p and its affiliates from, any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. You also forever waive and relinquish all moral rights now or hereafter recognized in connection with your User Content and the rights granted to p4p hereunder. p4p has the right to license, authorize and/or otherwise enter into agreements and arrangements with any of its affiliates or other third parties to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part. To the extent p4p does so, when you submit User Content each such affiliate or other third party shall be entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to p4p hereunder and related thereto as if you had entered into this Agreement with such affiliate or other third party directly. 6. Ownership. p4p retains all right, title and interest in and to the Submission Features, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the Submission Features. Except for the licenses, authorizations, consents and rights granted hereunder and described in this Agreement, p4p acquires no title or ownership rights in or to any User Content you submit and nothing in this Agreement conveys to p4p any ownership rights in your User Content. p4p is acting only as a host, bulletin board or conduit for submitted User Content, with all of the specific rights granted by you hereunder. You must own the rights to the User Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to p4p and, by submitting User Content, you reaffirm each such representation, warranty and covenant, that (a) you are not a minor and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and conditions or, if you are younger than 18 years old, your parent or legal guardian has agreed to this Agreement on your behalf, (b) all of the information provided by you associated with your User Content is correct, complete and current, (c) your submission of any User Content does not violate this Agreement, any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, and (d) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described. Upon the request of p4p, you will furnish p4p any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants. For any User Content that contains original videos, you agree to comply with any identification verification and record-keeping practices required by law or by p4p, including, for example, for individuals appearing in the videos, their full name, address and date of birth, and a legible photocopy of their valid government-issued identification. With the submission of such User Content, you may be required to provide p4p with a copy of these records and your own valid government-issued identification, and comply with p4p’s other requests in connection with the User Content. You acknowledge that other persons may have submitted User Content to p4p, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation because of the use or exploitation thereof and the submission of User Content, or any posting or display thereof, is not any admission of novelty, priority or originality. 7. Disclaimers and Limitation of Liability. THE SITES AND THE SUBMISSION FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE OF THE SITES AND THE SUBMISSION FEATURES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF A SITE OR THE SUBMISSION FEATURES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, p4p EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE SITES OR THE SUBMISSION FEATURES, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SITES OR THE SUBMISSION FEATURES WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER. p4p EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.